UNITED STATES

                  SECURITIES AND EXCHANGE COMMISSION

                       Washington,  D.C.  20549

                               FORM 10Q

Quarterly Report Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934

For the quarterly period ended March 31, 2004

Commission File Number: 2-88927

                      FIRST KEYSTONE CORPORATION
        (Exact name of registrant as specified in its charter)


         Pennsylvania                          23-2249083
 (State or other jurisdiction of            (I.R.S. Employer
 incorporation or organization)             identification No.)


111 West Front Street, Berwick, PA          18603
(Address of principal executive offices)    (Zip Code)


Registrant's telephone number, including area code:  (570) 752-3671

     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.

                        Yes   X     No


     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical date:

Common Stock, $2 Par Value, 2,924,714 shares as of March 31, 2004.


<PAGE>

                   PART I. - FINANCIAL INFORMATION

Item. 1  Financial Statements

<TABLE>

                FIRST KEYSTONE CORPORATION AND SUBSIDIARY
                       CONSOLIDATED BALANCE SHEETS


<CAPTION>

(Amounts in thousands)
                                                    March        December
                                                     2004         2003
                                                  (Unaudited)

                                           <c>            <c>
ASSETS
Cash and due from banks                             $  5,780       $  5,913
Interest bearing deposits with banks                     144             28
Available-for-sale securities
  carried at estimated fair value                    236,835        226,043
Investment securities, held-to-
  maturity securities, estimated
  fair value of $3,889 and $5,229                      3,841          5,229
Loans, net of unearned income                        230,615        229,073
Allowance for loan losses                             (3,649)        (3,524)
                                                    ________       ________
Net loans                                           $226,966       $225,549
Bank premises and equipment                            5,297          4,158
Accrued interest receivable                            2,850          2,871
Cash surrender value of bank
  owned life insurance                                10,700         10,587
Other assets                                           3,249          1,462
                                                    ________       ________
  Total Assets                                      $495,662       $481,840
                                                    ========       ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
  Non-interest bearing                              $ 31,953       $ 30,052
  Interest bearing                                   325,004        312,968
                                                    ________       ________
  Total deposits                                    $356,957       $343,020

Short-term borrowings                                 15,100         11,745
Long-term borrowings                                  62,945         62,945
Accrued interest and other expenses                    2,405          1,664
Pre-settlement advance on
  acquisition of branch                                    0          8,715
Other liabilities                                      3,583          2,400
                                                    ________       ________
  Total Liabilities                                 $440,990       $430,489

STOCKHOLDERS' EQUITY
Common stock, par value $2
  per share                                            9,231          6,154
Surplus                                               12,582         12,535
Retained earnings                                     29,847         31,828
Accumulated other comprehensive
  income (loss)                                        7,664          5,489
Less treasury stock at cost
  228,740 shares in 2004 and
  152,600 shares in 2003                              (4,652)        (4,655)
                                                    ________       ________

  Total Stockholders' Equity                        $ 54,672       $ 51,351
                                                    ________       ________
  Total Liabilities and
    Stockholders' Equity                            $495,662       $481,840
                                                    ========       ========


See Accompanying Notes to Consolidated Financial Statements

</TABLE>

                                1
<PAGE>

<TABLE>


                FIRST KEYSTONE CORPORATION AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF INCOME
            FOR THE THREE MONTHS ENDED March 31, 2004 AND 2003
                               (Unaudited)

<CAPTION>

(Amounts in thousands except per share data)

                                                  2004            2003

                                           <c>             <c>
INTEREST INCOME
Interest and fees on loans                           $3,584          $3,570
Interest and dividend income
  on securities                                       2,669           2,670
Deposits in banks                                         8              17
                                                     ______          ______
  Total Interest Income                              $6,261          $6,257
                                                     ______          ______
INTEREST EXPENSE
Deposits                                             $1,685          $1,974
Short-term borrowings                                    33              27
Long-term borrowings                                    709             591
                                                     ______          ______
  Total Interest Expense                             $2,427          $2,592
                                                     ______          ______
Net interest income                                  $3,834          $3,665
Provision for loan losses                               150             150
                                                     ______          ______
Net Interest Income After
  Provision for Loan Losses                          $3,684          $3,515
                                                     ______          ______
OTHER INCOME
Service charges and fees                             $  474          $  357
Other non-interest income                               408             353
Investment securities gains
  (losses) net                                           61              35
                                                     ______          ______
  Total Other Income                                 $  943          $  745
                                                     ______          ______
OTHER EXPENSES
Salaries and employee benefits                       $1,252          $1,083
Net occupancy and fixed asset
  expense                                               332             293
Other non-interest expense                              671             643
                                                     ______          ______
  Total Other Expenses                               $2,255          $2,019
                                                     ______          ______

Income before income taxes                           $2,372          $2,241
Applicable income tax                                   516             463
                                                     ______          ______
Net Income                                           $1,856          $1,778
                                                     ======          ======
PER SHARE DATA
  Net Income Per Share:
    Basic                                            $  .42          $  .40
    Diluted                                             .42             .40
    Cash dividends per share                            .17             .16


See Accompanying Notes to Consolidated Financial Statements

</TABLE>

                                  2
<PAGE>

<TABLE>

                FIRST KEYSTONE CORPORATION AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTHS ENDED March 31, 2004 AND 2003
                               (Unaudited)

<CAPTION>

(Amounts in thousands)
                                                      2004         2003

                                          <c>            <c>
OPERATING ACTIVITIES
Net income                                          $  1,856       $  1,778
Adjustments to reconcile net
  income to net cash provided
  by operating activities:
  Provision for loan losses                              150            150
  Provision for depreciation and
    amortization                                         149            123
  Stock option expense                                    48              0
  Premium amortization on investment
    securities                                           186            248
  Discount accretion on investment
    securities                                          (137)          (114)
  Gain on sale of mortgage loans                         (84)           (99)
  Proceeds from sale of mortgage loans                 6,646          3,153
  Originations of mortgage loans
    for resale                                        (1,616)        (4,447)
  Gain on sales of
    investment securities                                (61)           (35)
  Loss on sale of other
    real estate owned                                      0             11
  Deferred income tax (benefit)                          (73)           (64)
  (Increase) decrease in interest
    receivable and other assets                       (1,793)           113
  Increase in cash surrender bank
    owned life insurance                                (113)          (121)
  Increase in interest payable,
    accrued expenses and
    other liabilities                                    899            154
                                                    ________       ________
  NET CASH PROVIDED BY
    OPERATING ACTIVITIES                            $  6,057       $    850
                                                    ________       ________
INVESTING ACTIVITIES
  Purchases of investment
    securities available-for-sale                   $(16,622)      $(28,802)
  Purchases of investment
    securities held-to-maturity                       (1,000)             0
  Proceeds from sales of investment
    securities available-for-sale                      2,718          9,180
  Proceeds from maturities and
    redemptions of investment
    securities available for sale                      6,400         11,125
  Proceeds from maturities and
    redemption of investment
    securities held-to-maturity                        2,385            246
  Net (increase) in loans                             (6,513)          (446)
  Purchase of premises and equipment                  (1,261)          (111)
  Proceeds from sale of other real
    estate owned                                           0             42
  Pre-settlement advance on
    acquisition of branch applied                     (8,715)             0
                                                    ________       ________
  NET CASH (USED IN) BY INVESTING
    ACTIVITIES                                      $(22,608)      $ (8,766)

FINANCING ACTIVITIES
  Net increase (decrease) in
    deposits                                        $ 13,937       $ 16,427
  Net increase (decrease) in
    short-term borrowings                              3,355         (3,566)
  Acquisition of treasury stock                            0           (120)
  Proceeds from sale of treasury
    stock                                                  2             37
  Proceeds from issuance of
    common stock                                           0             52
  Cash dividends                                        (760)          (713)
                                                    ________       ________
  NET CASH PROVIDED BY
    FINANCING ACTIVITIES                            $ 16,534       $ 12,117

INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                              $    (17)      $  4,201
CASH AND CASH EQUIVALENTS,
  BEGINNING                                            5,941          7,456
                                                    ________       ________
CASH AND CASH EQUIVALENTS,
  ENDING                                            $  5,924       $ 11,657
                                                    ========       ========

SUPPLEMENTAL DISCLOSURE OF
  CASH FLOW INFORMATION
  Cash paid during period for
    Interest                                        $  2,465       $  2,620
    Income Taxes                                           7              0


See Accompanying Notes to Consolidated Financial Statements

</TABLE>

                                  3

<PAGE>

              FIRST KEYSTONE CORPORATION AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            March 31, 2004
                             (Unaudited)

NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The accounting policies of First Keystone Corporation and
Subsidiary (the "Corporation") are in accordance with accounting
principles generally accepted in the United States of America and
conform to common practices within the banking industry. The more
significant policies follow:

PRINCIPLES OF CONSOLIDATION
     The consolidated financial statements include the accounts of
First Keystone Corporation and its wholly-owned Subsidiary, The
First National Bank of Berwick (the "Bank"). All significant inter
        company balances and transactions have been eliminated in
consolidation.

NATURE OF OPERATIONS
     The Corporation, headquartered in Berwick, Pennsylvania,
provides a full range of banking, trust and related services through
its wholly owned Bank subsidiary and is subject to competition from
other financial institutions in connection with these services. The
Bank serves a customer base which includes individuals, businesses,
public and institutional customers primarily located in the
Northeast Region of Pennsylvania. The Bank has ten full service
offices and 15 ATMs located in Columbia, Luzerne and Montour
Counties. The Corporation and its subsidiary must also adhere to
certain federal banking laws and regulations and are subject to
periodic examinations made by various federal agencies.

SEGMENT REPORTING
     The Corporation's banking subsidiary acts as an independent
community financial services provider, and offers traditional
banking and related financial services to individual, business and
government customers. Through its branch and automated teller
machine network, the Bank offers a full array of commercial and
retail financial services, including the taking of time, savings and
demand deposits; the making of commercial, consumer and mortgage
loans; and the providing of other financial services. The Bank also
performs personal, corporate, pension and fiduciary services through
its Trust Department.

     Management does not separately allocate expenses, including the
cost of funding loan demand, between the commercial, retail, trust
and mortgage banking operations of the Corporation. Currently,
management measures the performance and allocates the resources of
First Keystone Corporation as a single segment.

USE OF ESTIMATES
     The preparation of these consolidated financial statements in
conformity with accounting principles generally accepted in the
United States of America, requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of these consolidated financial statements and the reported
amounts of income and expenses during the reporting periods. Actual
results could differ from those estimates.

INVESTMENT SECURITIES
     The Corporation classifies its investment securities as either
"Held to Maturity" or "Available for Sale" at the time of purchase.
Debt securities are classified as Held to Maturity when the
Corporation has the ability and positive intent to hold the
securities to maturity. Investment securities Held to Maturity are
carried at cost adjusted for amortization of premium and accretion
of discount to maturity.

     Debt securities not classified as Held to Maturity and equity
securities are included in the Available for Sale category and are
carried at fair value. The amount of any unrealized gain or loss,
net of the effect of deferred income taxes, is reported as other
comprehensive income (loss) in the Consolidated Statement of
Stockholders' Equity. Management's decision to sell Available for
Sale securities is based on changes in economic conditions
controlling the sources and applications of funds, terms,
availability of and yield of alternative investments, interest rate
risk and the need for liquidity.


                                4

<PAGE>

     The cost of debt securities classified as Held-to-Maturity or
Available-for-Sale is adjusted for amortization of premiums and
accretion of discounts to expected maturity. Such amortization and
accretion, as well as interest and dividends is included in interest
income from investments. Realized gains and losses are included in
net investment securities gains. The cost of investment securities
sold, redeemed or matured is based on the specific identification
method.

LOANS
     Loans are stated at their outstanding unpaid principal
balances, net of deferred fees or costs, unearned income and the
allowance for loan losses. Interest on installment loans is
recognized as income over the term of each loan, generally, by the
"actuarial method". Interest on all other loans is primarily
recognized based upon the principal amount outstanding on an actual
day basis. Loan origination fees and certain direct loan origination
costs have been deferred with the net amount amortized using the
interest method over the contractual life of the related loans as an
interest yield adjustment.

     Mortgage loans held for resale are carried at the lower of cost
or market on an aggregate basis. These loans are sold without
recourse to the Corporation.

Past-Due Loans - Generally, a loan is considered to be past-due when
scheduled loan payments are in arrears 15 days or more. Delinquent
notices are generated automatically when a loan is 15 days past-due,
depending on the type of loan. Collection efforts continue on loans
past-due beyond 60 days that have not been satisfied, when it is
believed that some chance exists for improvement in the status of
the loan. Past-due loans are continually evaluated with the
determination for charge-off being made when no reasonable chance
remains that the status of the loan can be improved.

Non-Accrual Loans - Generally, a loan is classified as non-accrual
and the accrual of interest on such a loan is discontinued when the
contractual payment of principal or interest has become 90 days past
due or management has serious doubts about further collectibility of
principal or interest, even though the loan currently is performing.
A loan may remain on accrual status if it is in the process of
collection and is either guaranteed or well secured. When a loan is
placed on non-accrual status, unpaid interest credited to income in
the current year is reversed and unpaid interest accrued in prior
years is charged against the allowance for loan losses. Certain non
        accrual loans may continue to perform, that is, payments are still
being received. Generally, the payments are applied to principal.
These loans remain under constant scrutiny and if performance
continues, interest income may be recorded on a cash basis based on
management's judgement as to collectibility of principal.

Allowance for Loan Losses - The allowance for loan losses is
established through provisions for loan losses charged against
income. Loans deemed to be uncollectible are charged against the
allowance for loan losses and subsequent recoveries, if any, are
credited to the allowance.

     A principal factor in estimating the allowance for loan losses
is the measurement of impaired loans. A loan is considered impaired
when, based on current information and events, it is probable that
the Corporation will be unable to collect all amounts due according
to the contractual terms of the loan agreement. Under current
accounting standards, the allowance for loan losses related to
impaired loans is based on discounted cash flows using the effective
interest rate of the loan or the fair value of the collateral for
certain collateral dependent loans.

     The allowance for loan losses is maintained at a level
estimated by management to be adequate to absorb potential loan
losses. Management's periodic evaluation of the adequacy of the
allowance for loan losses is based on the Corporation's past loan
loss experience, known and inherent risks in the portfolio, adverse
situations that may affect the borrower's ability to repay
(including the timing of future payments), the estimated value of
any underlying collateral, composition of the loan portfolio,
current economic conditions, and other relevant factors. This
evaluation is inherently subjective as it requires material
estimates including the amounts and timing of future cash flows
expected to be received on impaired loans that may be susceptible to
significant change.

DERIVATIVES
     The Bank has outstanding loan commitments that relate to the
origination of mortgage loans that will be held for resale.
Pursuant to Statement of Financial Accounting Standards (SFAS) No.
133 "Accounting for Derivative Instruments and Hedging Activities"
as amended by SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities" and the guidance
contained within the Derivatives Implementation Group Statement 133
Implementation Issue No. C 13, the Bank has accounted for such loan
commitments as derivative instruments.  The


                                5

<PAGE>

outstanding loan commitments in this category did not give rise to
any losses for the period ending after the implementation date, as
the fair market value of each outstanding loan commitment exceeded
the Bank's cost basis in each outstanding loan commitment.

PREMISES AND EQUIPMENT
     Premises, improvements and equipment are stated at cost less
accumulated depreciation computed principally on the straight line
method over the estimated useful lives of the assets. Long lived
assets are reviewed for impairment whenever events or changes in
business circumstances indicate that the carrying value may not be
recovered.  Maintenance and minor repairs are charged to operations
as incurred. The cost and accumulated depreciation of the premises
and equipment retired or sold are eliminated from the property
accounts at the time of retirement or sale, and the resulting gain
or loss is reflected in current operations.

MORTGAGE SERVICING RIGHTS
     The Corporation originates and sells real estate loans to
investors in the secondary mortgage market. After the sale, the
Corporation retains the right to service these loans. When
originated mortgage loans are sold and servicing is retained, a
servicing asset is capitalized based on relative fair value at the
date of sale. Servicing assets are amortized as an offset to other
fees in proportion to, and over the period of, estimated net
servicing income. The unamortized cost is included in other assets
in the accompanying consolidated balance sheet. The servicing rights
are periodically evaluated for impairment based on their relative
fair value.

FORECLOSED REAL ESTATE
     Real estate properties acquired through, or in lieu of, loan
foreclosure are held for sale and are initially recorded at fair
value on the date of foreclosure establishing a new cost basis.
After foreclosure, valuations are periodically performed by
management and the real estate is carried at the lower of carrying
amount or fair value less cost to sell and is included in other
assets. Revenues derived from and costs to maintain the assets and
subsequent gains and losses on sales are included in other non
        interest income and expense.

BANK OWNED LIFE INSURANCE
     The Corporation invests in Bank Owned Life Insurance (BOLI)
with split dollar life provisions.  Purchase of BOLI provides life
insurance coverage on certain employees with the Corporation being
owner and beneficiary of the policies.

INVESTMENT IN REAL ESTATE VENTURE
     The Bank is a limited partner in real estate ventures that own
and operate affordable residential low-income housing apartment
buildings for elderly residents.  The investments are accounted for
under the effective yield method under the Emerging Issues Task
Force (EITF) 94-1 "Accounting for Tax Benefits Resulting from
Investments in Affordable Housing Projects".  Under the effective
yield method, the Bank recognizes tax credits as they are allocated
and amortizes the initial cost of the investment to provide a
constant effective yield over the period that the tax credits are
allocated to the Bank.  Under this method, the tax credits
allocated, net of any amortization of the investment in the limited
partnerships, are recognized in the consolidated statements of
income as a component of income tax expense.  The annual amount of
tax credits allocated to the Bank were $128,053 and $90,877 for each
of the years 2004 and 2003, and the annual amortization of the
limited partnership investment was $92,464 and $65,641 in 2004 and
2003, respectively.  The annual amounts are prorated for interim
periods.  The carrying value of the investment as of March 31, 2004
and December 31, 2003 was $859,378 and $882,494, respectively, and
is carried in Other Assets in the accompanying consolidated balance
sheets.

INCOME TAXES
     The provision for income taxes is based on the results of
operations, adjusted primarily for tax-exempt income. Certain items
of income and expense are reported in different periods for
financial reporting and tax return purposes. Deferred tax assets and
liabilities are determined based on the differences between the
consolidated financial statement and income tax bases of assets and
liabilities measured by using the enacted tax rates and laws
expected to be in effect when the timing differences are expected to
reverse. Deferred tax expense or benefit is based on the difference
between deferred tax asset or liability from period to period.


                                6

<PAGE>

STOCK BASED COMPENSATION
     The Corporation accounted for stock options and shares issued
under the Stock Option Incentive Plan through December 31, 2002 in
accordance with Accounting Principles Board Opinion (APB) No. 25,
"Accounting for Stock Issued to Employees".  Under this method no
compensation expense is recognized for stock options when the
exercise price equals the fair value of the options at the grant
date. Under provisions of Statement of Financial Accounting
Standards (SFAS) No. 123, "Accounting for Stock Based Compensation",
the fair value of a stock option is required to be recognized as
compensation expense over the service period (generally the vesting
period). As permitted under SFAS No. 123 the Corporation had elected
to continue to account for its stock option plan in accordance with
APB No. 25.

     As of the first quarter 2003, the Corporation adopted Statement
of Financial Accounting Standards (SFAS) No. 148, "Accounting for
Stock Based Compensation - Transition and Disclosures - an amendment
of FASB Statement No. 123".  The Corporation elected to use the
"prospective method" of accounting for stock options as allowed by
the Standard.  Accordingly, compensation expense was recognized in
the periods ended March 31, 2004 and December 31, 2003 in the
amounts of $48,131 and $48,131, respectively, being the vested
portions attributable to stock options initially.

PER SHARE DATA
     Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share", requires dual presentation of basic and fully
diluted earnings per share. Basic earnings per share is calculated
by dividing net income by the weighted average number of shares of
common stock outstanding at the end of each period. Diluted earnings
per share is calculated by increasing the denominator for the
assumed conversion of all potentially dilutive securities. The
Corporation's dilutive securities are limited to stock options.

     Per share data has been adjusted retroactively for stock splits
and stock dividends.

CASH FLOW INFORMATION
     For purposes of reporting consolidated cash flows, cash and
cash equivalents include cash on hand and due from other banks and
interest bearing deposits in other banks. The Corporation considers
cash classified as interest bearing deposits with other banks as a
cash equivalent since they are represented by cash accounts
essentially on a demand basis.

     The Corporation transferred loans to foreclosed assets held for
sale in the amounts of $0 and $91,527 for the periods ended March
31, 2004 and 2003, respectively.

TRUST ASSETS AND INCOME
     Property held by the Corporation in a fiduciary or agency
capacity for its customers is not included in the accompanying
consolidated financial statements since such items are not assets of
the Corporation. Trust Department income is generally  recognized on
a cash basis and is not materially different than if it were
reported on an accrual basis.

RECENT ACCOUNTING PRONOUNCEMENTS
     In November 2002, the Financial Accounting Standards Board
(FASB) issued Interpretation No. 45 (FIN 45), "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others". This interpretation
expands the disclosures to be made by a guarantor about its
obligations under certain guarantees and requires the guarantor to
recognize a liability in its financial statements for the obligation
assumed under a guarantee. In general, FIN 45 applies to contracts
of indemnification agreements that contingently require the
guarantor to make payments to the guaranteed party based on changes
in an underlying that is related to an asset, liability, or equity
security of the guaranteed party. Certain guarantee contracts are
excluded from both the disclosure and recognition requirements of
this interpretation, while other guarantees are subject to just the
disclosure requirements of FIN 45 but not to the recognition
provisions. The disclosure requirements of FIN 45 were effective for
the Corporation as of December 31, 2002 and require disclosure of
the nature of the guarantee, the maximum potential amount of future
payments the guarantor could be required to make under the
guarantee, and the current amount of the liability, if any, for the
guarantor's obligations under the guarantee. The recognition
requirements of FIN 45 are applied prospectively to guarantees
issued or modified after December 31, 2002. This standard did not
have any impact on the Corporation's consolidated financial
condition or results of operation.


                                7

<PAGE>

     In December 2002, the FASB issued Statement of Financial
Accounting Standards (SFAS) No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure, an amendment of FASB
Statement No. 123", is generally effective for financial statements
for fiscal years and interim periods beginning after December 31,
2002. The statement amends SFAS No. 123, "Accounting for Stock-Based
Compensation", to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for
stock-based employee compensation. The statement also amends the
disclosure requirements of SFAS No. 123 to require prominent
disclosures in both annual and interim financial statements about
the method of accounting for stock-based compensation and the effect
of the method used on reported results. The Corporation has elected
to adopt SFAS 148 for the first quarter 2003 using the "prospective
method" of accounting for stock options as allowed for in the
Standard.

     In December 2002, the FASB issued Statement of Financial
Accounting Standards (SFAS) No. 149, "Amendments to SFAS 133 on
Derivative Instruments and Hedging Activities" is generally
effective for contracts entered into after June 30, 2003. This
Statement amends and clarifies financial accounting and reporting
for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as
derivatives) and for hedging activities under SFAS No. 133
"Accounting for Derivative Instruments and Hedging Activities". The
changes in this Statement improve financial reporting by requiring
that contracts with comparable characteristics be accounted for
similarly. The changes will result in more consistent reporting of
contracts as either derivatives or hybrid instruments. This standard
does not have any impact on the Corporation's consolidated financial
position or results of operations.

     In January 2003, the FASB issued Interpretation No. 46 (FIN
46), which provides guidance on how to identify a variable interest
entity (VIE) and determine when the assets, liabilities,
noncontrolling interests, and results of operations of a VIE are to
be included in an entity's consolidated financial statements. A VIE
exists when either the total equity investment at risk is not
sufficient to permit the entity to finance its activities by itself,
or the equity investors lack one of three characteristics associated
with owning a controlling financial interest. Those characteristics
include the direct or indirect ability to make decisions about an
entity's activities through voting rights or similar rights, the
obligation to absorb the expected losses of an entity if they occur,
or the right to receive the expected residual returns of the entity
if they occur. This standard did not have any impact on the
Corporation's consolidated financial position or results of
operations.

     In May 2003, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 150 "Accounting for Certain Financial
Instruments with characteristics of both Liabilities and Equity" is
generally effective for financial instruments entered into or
modified after May 31, 2003 and for contracts in existence at the
start of the first interim period beginning after June 15, 2003.
This Statement establishes new standards for classification,
measurement and disclosure of certain types of financial instruments
having characteristics of both liabilities and equity, including
instruments that are mandatorily redeemable and that embody
obligations requiring or permitting settlement by transferring
assets or by issuing an entity's own shares. In December 2003, the
FASB deferred for an indefinite period the application of the
guidance in SFAS 150 to noncontrolling interests that are classified
as equity in the financial statements of a subsidiary but would be
classified as a liability in the parent's financial statement's
under SFAS 150. The deferral is limited to mandatorily redeemable
noncontrolling interests associated with finite-lived subsidiaries.
This standard does not have any impact on the Corporation's
consolidated financial position or results of operations.

     In December 2003, the Emerging Issues Task Force (EITF) issued
EITF 03-1 "The Meaning of Other-Than-Temporary Impairment and its
Application to Certain Investments" is generally effective for
fiscal years ending after December 15, 2003 and addresses how to
define an "other-than-temporary impairment" as well as its
application to investments classified as either "available-for-sale"
and "held-to-maturity" under SFAS 115. The EITF requires disclosure
of securities in a continuous unrealized loss position to be
stratified based on length of time those securities were carried in
such a position (less than 12 months or 12 months more). Additional
information is required to be disclosed to include the nature of the
investment, the cause of the decline in value and the evidence
considered in reaching the conclusions that the investment is not
other-than-temporarily impaired. The disclosure is required for
fiscal years ending after December 15, 2003. Comparative information
for earlier periods is not required.

ADVERTISING COSTS
     It is the Corporation's policy to expense advertising costs in
the period in which they are incurred. Advertising expense for the
periods ended March 31, 2004 and 2003, was approximately $63,580 and
$43,734, respectively.


                                8

<PAGE>

REPORTING FORMAT
     Certain amounts in the consolidated financial statements of
prior periods have been reclassified to conform with presentation
used in the 2002 consolidated financial statements. Such
reclassifications have no effect on the Corporation's consolidated
financial condition or net income.


NOTE 2.  ALLOWANCE FOR LOAN LOSSES

     Changes in the allowance for loan losses for the periods ended
March 31, 2004, and March 31, 2003, were as follows:

<TABLE>
<CAPTION>

(amounts in thousands)
                                                2004         2003
                                                ____         ____

                                       <c>           <c>
Balance, January 1                               $3,524        $3,174
Provision charged to operations                     150           150
Loans charged off                                   (41)          (41)
Recoveries                                           16            17
                                                               ______   ______
Balance, March 31                                $3,649        $3,300
                                                               ======   ======

</TABLE>

     At March 31, 2004, the recorded investment in loans that are
considered to be impaired as defined by SFAS No. 114 was $114,479.
No additional charge to operations was required to provide for the
impaired loans since the total allowance for loan losses is
estimated by management to be adequate to provide for the loan loss
allowance required by SFAS No. 114 along with any other potential
losses.

     At March 31, 2004, there were no significant commitments to
lend additional funds with respect to non accrual and restructured
loans.

     Non-accrual loans at March 31, 2004, and December 31, 2003,
were $779,702 and $735,235, respectively.

     Loans past-due 90 days or more and still accruing interest
amounted to zero on both March 31, 2004 and December 31, 2003.


NOTE 3.  SHORT-TERM BORROWINGS

     Federal funds purchased, securities sold under agreements to
repurchase and Federal Home Loan Bank advances generally represent
overnight or less than 30-day borrowings. U.S. Treasury tax and loan
notes for collections made by the Bank are payable on demand.


NOTE 4.  LONG-TERM BORROWINGS

     Long-term borrowings are comprised of advances from the Federal
Home Loan Bank (FHLB). Under terms of a blanket agreement,
collateral for the loans are secured by certain qualifying assets of
the Corporation's banking subsidiary which consist principally of
first mortgage loans and certain investment securities.


NOTE 5.  FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET
         RISK AND CONCENTRATIONS OF CREDIT RISK

     The Corporation is a party to financial instruments with off
balance sheet risk in the normal course of business to meet the
financing needs of its customers. These financial instruments
include commitments to extend credit and standby letters of credit.
Those instruments involve, to varying degrees, elements of credit
and interest rate risk in excess of the amount recognized in the
consolidated balance sheets. The contract or notional amounts of
those instruments reflect the


                                9

<PAGE>

extent of involvement the Corporation has in particular classes of
financial instruments. The Corporation does not engage in trading
activities with respect to any of its financial instruments with off
balance sheet risk.

     The Corporation's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for
commitments to extend credit and standby letters of credit is
represented by the contractual notional amount of those instruments.

     The Corporation uses the same credit policies in making
commitments and conditional obligations as it does for on balance
sheet instruments.

     The Corporation may require collateral or other security to
support financial instruments with off-balance sheet credit risk.
The contract or notional amounts at March 31, 2004, and December 31,
2003, were as follows:

<TABLE>
<CAPTION>

(amounts in thousands)                      March 31,     December 31,
                                              2004           2003
                                              ____           ____

                                     <c>            <c>
Financial instruments whose
  contract amounts represent
  credit risk:
  Commitments to extend credit                 $23,390         $25,204
  Financial standby letters
    of credit                                    2,934           2,924
  Performance standby letters
    of credit                                      677             656

</TABLE>


     Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition
established in the contract. Commitments generally have fixed
expiration dates or other termination clauses that may require
payment of a fee. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. The Corporation
evaluates each customer's creditworthiness on a case by case basis.
The amount of collateral obtained, if deemed necessary by the
Corporation upon extension of credit, is based on management's
credit evaluation of the counter party. Collateral held varies but
may include accounts receivable, inventory, property, plant and
equipment, and income producing commercial properties.

     Standby letters of credit are conditional commitments issued by
the Corporation to guarantee the performance of a customer to a
third party. The credit risk involved in issuing letters of credit
is essentially the same as that involved in extending loan
facilities to customers. The Corporation may hold collateral to
support standby letters of credit for which collateral is deemed
necessary.

     The Corporation grants commercial, agricultural, real estate
mortgage and consumer loans to customers primarily in the counties
of Columbia, Luzerne and Montour, Pennsylvania.  It is management's
opinion that the loan portfolio was well balanced and diversified at
March 31, 2004, to the extent necessary to avoid any significant
concentration of credit risk.  However, its debtors' ability to
honor their contracts may be influenced by the region's economy.


                                10

<PAGE>

NOTE 6.  STOCKHOLDERS' EQUITY

  Changes in Stockholders' Equity for the period ended March 31,
2004 were are follows:

<TABLE>
<CAPTION>

(Amounts in thousands, except common share data)

                                         Common          Common
                                         Shares         Stock        Surplus
                                         ______          ______      _______

                                  <c>              <c>         <c>
Balance at January 1, 2004                3,077,207        6,154       12,535

Comprehensive Income:
Net Income
  Change in unrealized
  gain (loss) on
  investment securities
  available for sale,
  net of reclassification
  adjustment and tax
  effects
Total Comprehensive
  income
Cash dividends -
  $.17 per share
3 for 2 stock split
  in the form of a
  50% stock dividend                      1,538,604        3,077
Sale of 107 shares
  treasury stock                                                           (1)
Recognition of stock
 option expense                                                            48
                                          _________        _____       ______
Balance at March 31, 2004                 4,615,811        9,231       12,582
                                          =========        =====       ======

<CAPTION>

(Amounts in thousands, except common share data)

                                                               Accumulated
                                     Compre-                       Other
                                     hensive       Retained   Comprehensive
                                     Income         Earnings   Income (Loss)
                                     ______          ______      _______


                               <c>           <c>            <c>
Balance at January 1, 2004                           31,828         5,489

Comprehensive Income:
Net Income                             1,856          1,856
  Change in unrealized
  gain (loss) on
  investment securities
  available for sale,
  net of reclassification
  adjustment and tax
  effects                              2,175                        2,175
                                       _____
Total Comprehensive
  income                               4,031
                                       =====
Cash dividends -
  $.17 per share                                       (760)
3 for 2 stock split
  in the form of a
  50% stock dividend                                 (3,077)
Sale of 107 shares
  treasury stock
Recognition of stock
  option expense
                                                     ______         _____
Balance at March 31, 2004                            29,847         7,664
                                                     ======         =====


<CAPTION>

(Amounts in thousands, except common share data)

                                                Treasury
                                                  Stock         Total
                                                  _____         _____

                                          <c>            <c>
Balance at January 1, 2004                        (4,655)        51,351

Comprehensive Income:
Net Income                                                        1,856
  Change in unrealized
  gain (loss) on
  investment securities
  available for sale,
  net of reclassification
  adjustment and tax
  effects                                                         2,175
Total Comprehensive
  income
Cash dividends -
  $.17 per share                                                   (760)
3 for 2 stock split
  in the form of a
  50% stock dividend
Sale of 107 shares
  treasury stock                                       3              2
Recognition of stock
  option expense                                                     48            48
                                                  ______         ______
Balance at March 31, 2004                         (4,652)        54,672
                                                  ======         ======


</TABLE>


     On April 13, 2004 the Board of Directors declared a 3 for 2
stock split in the form of a 50% stock dividend payable to
shareholders of record April 27, 2004 to be distributed May 11,
2004.  Accordingly, the stock dividend has been reflected in
Stockholders' Equity as of March 31, 2004 and per share data has
been adjusted retroactively.


NOTE 7.  MANAGEMENT'S ASSERTIONS AND COMMENTS REQUIRED
         TO BE PROVIDED WITH FORM 10Q FILING

     In management's opinion, the consolidated interim financial
statements reflect fair presentation of the consolidated financial
position of First Keystone Corporation and Subsidiary, and the
results of their operations and their cash flows for the interim
periods presented.  Further, the consolidated interim financial
statements are unaudited; however they reflect all adjustments,
which are in the opinion of management, necessary to present fairly
the consolidated financial condition and consolidated results of
operations and cash flows for the interim periods presented and that
all such adjustments to the consolidated financial statements are of
a normal recurring nature.  The independent accountants, J. H.
Williams & Co., LLP, reviewed these consolidated financial
statements as stated in their accompanying review report.

     The results of operations for the three-month period ended
March 31, 2004, are not necessarily indicative of the results to be
expected for the full year.


                                11

<PAGE>

     These consolidated interim financial statements have been
prepared in accordance with requirements of Form 10Q and therefore
do not include all disclosures normally required by generally
accepted accounting principles applicable to financial institutions
as included with consolidated financial statements included in the
Corporation's annual Form 10K filing.  The reader of these
consolidated interim financial statements may wish to refer to the
Corporation's annual report or Form 10K for the period ended
December 31, 2003, filed with the Securities and Exchange
Commission.


                                12

<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders of First Keystone Corporation:


We have reviewed the accompanying consolidated balance sheet of
First Keystone Corporation and Subsidiary as of March 31, 2004, and
the related consolidated statements of income and cash flows for the
three-month periods ended March 31, 2004, and 2003.  These
consolidated interim financial statements are the responsibility of
the management of First Keystone Corporation and Subsidiary.

We conducted our reviews in accordance with standards established by
the American Institute of Certified Public Accountants.  A review of
interim financial information consists principally of applying
analytical procedures and making inquiries of persons responsible
for financial and accounting matters.  It is substantially less in
scope than an audit conducted in accordance with auditing standards
generally accepted in the United States of America, the objective of
which is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly, we do not express such an
opinion.

Based on our reviews, we are not aware of any material modifications
that should be made to the consolidated financial statements
referred to above for them to be in conformity with accounting
principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the consolidated
balance sheet of First Keystone Corporation and Subsidiary as of
December 31, 2003, and the related consolidated statements of
income, stockholders' equity, and cash flows for the year then ended
(not presented herein); and in our report dated January 21, 2004, we
expressed an unqualified opinion on those consolidated financial
statements.  In our opinion, the information set forth in the
accompanying consolidated balance sheet as of December 31, 2003, is
fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.




/s/ J. H. Williams & Co. LLP
J. H. Williams & Co., LLP




Kingston, Pennsylvania
April 20, 2004


                                13

<PAGE>

Item 2.  First Keystone Corporation Management's Discussion
         and Analysis of Financial Condition and Results of
         Operation as of March 31, 2004



     This quarterly report contains certain forward looking
statements (as defined in the Private Securities Litigation Reform
Act of 1995), which reflect management's beliefs and expectations
based on information currently available. These forward looking
statements are inherently subject to significant risks and
uncertainties, including changes in general economic and financial
market conditions, the Corporation's ability to effectively carry
out its business plans and changes in regulatory or legislative
requirements. Other factors that could cause or contribute to such
differences are changes in competitive conditions, and pending or
threatened litigation. Although management believes the expectations
reflected in such forward looking statements are reasonable, actual
results may differ materially.


RESULTS OF OPERATIONS

     First Keystone Corporation realized earnings for the first
quarter of 2004 of $1,856,000, an increase of $78,000, or 4.4% over
the first quarter of 2003.  The increase in net income for 2004 was
primarily the result of an increase in net interest income and an
increase in non interest income or other income over the first
quarter of 2003.  On a per share basis, net income per share
increased to $.42 for the first three months of 2004 compared to
$.40 for the first three months of 2003, adjusted for a 50% stock
dividend payable May 11, 2004.  Dividends increased to $.17 per
share up from $.16 in 2003, adjusted to reflect the 50% stock
dividend.

     Year-to-date net income annualized amounts to a return on
average common equity of 13.95% and a return on assets of 1.53%.
For the three months ended March 31, 2003, these measures were
13.96% and 1.59%, respectively on an annualized basis.


NET INTEREST INCOME

     The major source of operating income for the Corporation is net
interest income, defined as interest income less interest expense.
In the first quarter of 2004, interest income amounted to
$6,261,000, an increase of $4,000 or 0.6% from the first quarter of
2003, while interest expense amounted to $2,427,000 in the first
quarter of 2004, a decrease of $165,000, or 6.4% from the first
quarter of 2003.  As a result, net interest income increased
$169,000, or 4.6% to $3,834,000 from $3,665,000 in first quarter of
2003.

     Our net interest margin for the quarter ended March 31, 2004,
was 3.64% compared to 3.80% for the quarter ended March 31, 2003.


PROVISION FOR LOAN LOSSES

     The provision for loan losses for the quarter ended March 31,
2004, was $150,000, equal to the $150,000 provision for the first
quarter of 2003.  Net charge-offs totaled $25,000 for the three
months ended March 31, 2004, as compared to $24,000 for the first
three months of 2003.  The allowance for loan losses as a percentage
of loans, net of unearned interest, was 1.58% as of March 31, 2004,
as compared to 1.54% as of December 31, 2003.


NON-INTEREST INCOME

     Total non-interest income or other income was $943,000 for the
quarter ended March 31, 2004, as compared to $745,000 for the
quarter ended March 31, 2003, an increase of $198,000, or 26.6%.
Excluding investment security gains and losses, non interest income
was $882,000 for the first quarter of 2004, an increase of $172,000,
or 24.2% over the


                                14

<PAGE>

first quarter of 2003.  An increase in service charges and fees on
deposit accounts and an increase in other non interest income
primarily derived from the increase in cash surrender value of bank
owned life insurance, were reasons for the higher non interest
income in 2004.


NON-INTEREST EXPENSES

     Total non-interest expenses, or other expenses, was $2,255,000
for the quarter ended March 31, 2004, as compared to $2,019,000 for
the quarter ended March 31, 2003.  The increase of $236,000, or
11.7% is comprised of salary and benefits increasing $169,000,
occupancy and fixed asset expense increasing $39,000, and
          other non interest expense increasing $28,000.

     Expenses associated with employees (salaries and employee
benefits) continue to be the largest category of non interest
expenses.  Salaries and benefits amounted to $1,252,000, or 55.5% of
total non interest expense for the three months ended March 31,
2004, as compared to 53.6% for the first three months of 2003.  Net
occupancy and fixed asset expense amounted to $332,000 for the three
months ended March 31, 2004, an increase of $39,000, or 13.3%.
Other non interest expenses amounted to $671,000 for the three
months ended March 31, 2004, an increase of $28,000, or 4.4% over
the first three months of 2003.  Our non interest expense in the
first quarter of 2004 continues to be less than 2% of average assets
on an annualized basis, which places us among the leaders of our
peer financial institutions at controlling total non interest
expense.


INCOME TAXES

     Effective tax planning has helped produce favorable net income.
Income tax amounted to $516,000 for the 3 months ended March 31,
2004, as compared to $463,000 for 2003, an increase of $53,000.  The
effective total income tax rate was 21.8% for the first quarter of
2004 as compared to 20.7% for the first quarter of 2003.


ANALYSIS OF FINANCIAL CONDITION

ASSETS

     Total assets increased to $495,662,000 as of March 31, 2004, an
increase of $13,822,000, or 2.9% over year end 2003.  Total deposits
increased to $356,957,000 as of March 31, 2004, an increase of
$13,937,000, or 4.1% over year end 2003.

     During the first quarter of 2004 the Corporation did increase
borrowed funds.  Short term borrowings increased to $15,100,000 as
of March 31, 2004, as compared to $11,745,000 as of December 31,
2003.  Long term borrowings were unchanged from year end 2003 at
$62,945,000.


EARNING ASSETS

     Our primary earning asset, loans, net of unearned income
increased to $230,615,000 as of March 31, 2004, up $1,542,000, or
0.7% since year end 2003.  The loan portfolio continues to be
diversified and increases in the portfolio have been primarily from
increased originations of real estate loans and commercial loans,
including commercial loans secured by real estate.  Overall asset
quality remains strong with past due loans and non performing assets
remaining relatively stable.

     Besides loans, another primary earning asset is our investment
portfolio, which increased in size from December 31, 2003, to March
31, 2004.  Held to maturity securities amounted to $3,841,000 as of
March 31, 2004, a decrease of $1,388,000 from December 31, 2003.
However, available for sale securities amounted to $236,835,000 as
of March 31, 2004, an increase of $10,792,000, or 4.8% from year end
2003.  Interest bearing deposits with banks increased as of March
31, 2004, to $144,000 from $28,000 at year end 2003.


                                15

<PAGE>

ALLOWANCE FOR LOAN LOSSES

     Management performs a quarterly analysis to determine the
adequacy of the allowance for loan losses.  The methodology in
determining adequacy incorporates specific and general allocations
together with a risk/loss analysis on various segments of the
portfolio according to an internal loan review process.  Management
maintains its loan review and loan classification standards
consistent with those of its regulatory supervisory authority.
Management feels, considering the conservative portfolio
composition, which is largely composed of small retail loans
(mortgages and installments) with minimal classified assets, low
delinquencies, and favorable loss history, that the allowance for
loan loss is adequate to cover foreseeable future losses.

     Any loans classified for regulatory purposes as loss, doubtful,
substandard, or special mention that have not been disclosed under
Industry Guide 3 do not (i) represent or result from trends or
uncertainties which management reasonably expects will materially
impact future operating results, liquidity, or capital resources, or
(ii) represent material credits about which management is aware of
any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment
terms.

     The Corporation was required to adopt Financial Accounting
Standards Board Statement No. 114, "Accounting by Creditors for
Impairment of a Loan" - Refer to Note 2 above for details.


NON-PERFORMING ASSETS

     Non-performing assets consist of non accrual and restructured
loans, other real estate and foreclosed assets, together with loans
past due 90 days or more and still accruing.  As of March 31, 2004,
total non performing assets were $842,000 as compared to $768,000 on
December 31, 2003.  Non performing assets to total loans and
foreclosed assets was .37% as of March 31, 2004, and .34% as of
December 31, 2003.

     Interest income received on non performing loans as of March
31, 2004, was $0 compared to $37,669 as of December 31, 2003.
Interest income, which would have been recorded on these loans under
the original terms as of March 31, 2004, and December 31, 2003, were
$15,683 and $60,778, respectively.  As of March 31, 2004 and
December 31, 2003, there were no outstanding commitments to advance
additional funds with respect to these non performing loans.


DEPOSITS AND OTHER BORROWED FUNDS

     As indicated previously, total deposits increased $13,937,000
as non interest bearing deposits increased by $1,901,000 and
interest bearing deposits increased by $12,036,000 as of March 31,
2004, from year end 2003.  Total short term and long term borrowings
increased by $3,355,000 from year end 2003.


CAPITAL STRENGTH

     Normal increases in capital are generated by net income, less
cash dividends paid out.  Also, accumulated other comprehensive
income derived from unrealized gains on investment securities
available for sale increased shareholders' equity, or capital net of
taxes, by $7,664,000 as of March 31, 2004, and $5,489,000 as of
December 31, 2003.  Our stock repurchase plan repurchased 228,740
shares as of March 31, 2004, adjusted for the 50% stock dividend
declared April 13, 2004, and payable May 11, 2004.  This compares to
152,600 shares as of December 31, 2003.  This had an effect of our
reducing our total stockholders' equity by $4,652,000 on March 31,
2004, and $4,655,000 as of December 31, 2003.

     Total stockholders' equity was $54,672,000 as of March 31,
2004, and $51,351,000 as of December 31, 2003.  Leverage ratio and
risk based capital ratios remain very strong.  As of March 31, 2004,
our leverage ratio was 9.41% compared to 9.83% as of December 31,
2003.  In addition, Tier I risk based capital and total risk based
capital ratio as of March 31, 2004, were 15.05% and 16.42%,
respectively.  The same ratios as of December 31, 2003, were 14.82%
and 16.11%, respectively.


                                16

<PAGE>

LIQUIDITY

     The liquidity position of the Corporation remains adequate to
meet customer loan demand and deposit fluctuation.  Managing
liquidity remains an important segment of asset liability
management.  Our overall liquidity position is maintained by an
active asset liability management committee.

     Management feels its current liquidity position is
satisfactorily given a very stable core deposit base which has
increased annually.  Secondly, our loan payments and principal
paydowns on our mortgage backed securities provide a steady source
of funds.  Also, short term investments and maturing investment
securities represent additional sources of liquidity.  Finally,
short term borrowings are readily accessible at the Federal Reserve
Bank, Atlantic Central Bankers Bank, or the Federal Home Loan Bank.


Item 3.   Quantitative and Qualitative Disclosures about Market Risk

     There have been no material changes in the Company's
quantitative and qualitative market risks since December 31, 2003.
The composition of rate sensitive assets and rate sensitive
liabilities as of March 31, 2004 is very similar to December 31,
2003.


Item 4.   Controls and Procedures

    a)   Evaluation of disclosure controls and procedures.  The
company maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the company
files or submits under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange
Commission.  Based upon their evaluation of those controls and
procedures performed within 90 days of the filing date of this
report, the chief executive and chief financial officers of the
company concluded that the company's disclosure controls and
procedures were adequate.

    b)   Changes in internal controls.  The Company made no
significant changes in its internal controls or in other factors
that could significantly affect these controls subsequent to the
date of the evaluation of the controls by the Chief Executive and
Chief Financial officers.


                                17

<PAGE>

                     PART II - OTHER INFORMATION

     Item 1.   Legal Proceedings

               None.


<TABLE>

     Item 2.   Changes in Securities, Use of Proceeds and Issuer Purchases
               of Equity Securities

<CAPTION>
                                                Total
                                                 Number         Maximum
                                              of Shares        Number of
                                              Purchased       Shares That
                                               as Part of       May Yet Be
                    Total                       Publicly        Purchased
                     Number      Average       Announced        Under the
                  of Shares      Price Paid     Plans or        Plans or
     Period       Purchased     per Share       Programs        Programs
     ______       _________     _________       ________        ________

                <c>           <c>           <c>          <c>
January 1 -
January 31,
2004                               --             --         --         85,332 <F1>

February 1 -
February 29,
2004                               --             --         --         85,332

March 1
March 31,
2004                               --             --         --         85,332

Total                 --           --             --        85,332

<FN>
<F1>
This chart has not been adjusted to reflect the 50% stock dividend declared
April 13, 2004, to shareholders of record as of April 27, 2004, payable May
11, 2004.

</FN>
</TABLE>



     Item 3.   Defaults Upon Senior Securities

               None.


     Item 4.   Submission of Matters to a Vote of Security Holders

               Annual Meeting of Shareholders of First Keystone
               Corporation held on Tuesday, April 20, 2004, at
               10:00 a.m.
<TABLE>
<CAPTION>

                                                     Votes        Votes
Directors Elected                   Votes For       Against      Withheld
_________________                   _________        ______      _______

                             <c>              <c>             <c>
John E. Arndt                   2,050,340        7,383           0
J. Gerald Bazewicz              2,057,053        670             0
Robert E. Bull                  2,056,142        1,581           0


<CAPTION>
                                                 Broker
Directors Elected               Abstentions      Non-Votes
_________________               ___________      _________

                             <c>              <c>
John E. Arndt                   0                0
J. Gerald Bazewicz              0                0
Robert E. Bull                  0                0

</TABLE>


                                18

<PAGE>

Directors Continuing:
____________________

Don E. Bower, term expires in 2005
John L. Coates, term expires in 2005
Dudley P. Cooley, term expires in 2005
Budd L. Beyer, term expires in 2006
Frederick E. Crispin, Jr., term expires in 2006
Jerome F. Fabian, term expires in 2006
Robert J. Wise, term expires in 2006

Matters Voted Upon:
__________________

Selection of J. H. Williams & Co. LLP, as auditors for the
Corporation.

Votes For - 2,057,136
Votes Against - 474
Votes Withheld -  0
Abstentions - 113
Broker Non-Votes -  0


     Item 5.   Other Information

               The Company made no material changes to the
               procedures by which shareholders may recommend
               nominees to the Company's Board of Directors.


                                19

<PAGE>

     Item 6.   Exhibits and Reports on Form 8-K

               (a)  Exhibits required by Item 601 Regulation S-K


Exhibit Number       Description of Exhibit

3i                   Articles of Incorporation, as amended
                     (Incorporated by reference to Exhibit 3(i) to
                     the Registrant's Report on Form 10-Q for the
                     quarter ended March 31, 2001).

3ii                  By-Laws, as amended (Incorporated by reference
                     to Exhibit 3(ii) to the Registrant's Report on
                     Form 10-Q for the quarter ended March 31,
                     2001).

10.1                 Supplemental Employee Retirement Plan
                     (Incorporated by reference to Exhibit 10 to
                     Registrant's Annual Report on Form 10-K for the
                     year ended December 31, 2000).

10.2                 Management Incentive Compensation Plan
                     (Incorporated by reference to Exhibit 10 to
                     Registrant's Report on Form 10-Q for the
                     quarter ended September 30, 2001).

10.3                 Profit Sharing Plan (Incorporated by reference
                     to Exhibit 10 to Registrant's Report on Form
                     10-Q for the quarter ended September 30, 2001).

10.4                 First Keystone Corporation 1998 Stock Incentive
                     Plan (Incorporated by reference to Exhibit 10
                     to Registrant's Report on Form 10-Q for the
                     quarter ended September 30, 2001).

 11                  Statement RE:  Computation of Earnings Per
Share.

 14                  Code of Ethics (Incorporated by reference to
                     Exhibit 14 to the Registrant's Annual Report on
                     10-K for the year ended December 31, 2003).

 31.1                Rule 13a-14(a)/15d-14(a) Certification of Chief
                     Executive Officer.

 31.2                Rule 13a-14(a)/15d-14(a) Certification of Chief
                     Financial Officer.

 32.1                Section 1350 Certification of Chief Executive
                     Officer.

 32.2                Section 1350 Certification of Chief Financial
                     Officer.


           (b)  During the quarter ended March 30, 2004, the
registrant filed the following reports on Form 8-K:


<PAGE>
Date of Report     Item     Description
______________     ____     ___________

January 30, 2004    5       On January 23, 2004, the Registrant's
                            Audit Committee approved an Audit
                            Committee Charter.

January 30, 2004    12      Press release dated January 30, 2004,
                            announcing financial results for the
                            quarter ended December 31, 2003.

March 2, 2004       5       Press release dated March 1, 2004,
                            announcing declaration of first quarter
                            dividend.


                                20

<PAGE>

                      FIRST KEYSTONE CORPORATION

                              SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly cause this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                             FIRST KEYSTONE CORPORATION
                             Registrant


May 5, 2004                  /s/ J. Gerald Bazewicz
                             J. Gerald Bazewicz
                             President and
                             Chief Executive Officer
                             (Principal Executive Officer)



May 5, 2004                  /s/ David R. Saracino
                             David R. Saracino
                             Treasurer/Assistant Secretary
                             (Principal Accounting Officer)


                                21

<PAGE>

                          INDEX TO EXHIBITS

Exhibit            Description
_______            ___________

3i                 Articles of Incorporation, as amended
                   (Incorporated by reference to Exhibit 3(i) to
                   the Registrant's Report on Form 10-Q for the
                   quarter ended March 31, 2001)

3ii                By-Laws, as amended (Incorporated by reference
                   to Exhibit 3(ii) to the Registrant's Report on
                   Form 10-Q for the quarter ended March 31, 2001)

9                  None.

10.1               Supplemental Employee Retirement Plan
                   (Incorporated by reference to Exhibit 10 to
                   Registrant's Annual Report on Form 10-K for the
                   year ended December 31, 2000)

10.2               Management Incentive Compensation Plan
                   (Incorporated by reference to Exhibit 10 to
                   Registrant's Report on Form 10-Q for the quarter
                   ended September 30, 2001)

10.3               Profit Sharing Plan (Incorporated by reference
                   to Exhibit 10 to Registrant's Report on Form 10 Q
                             for the quarter ended September 30, 2001)

10.4               First Keystone Corporation 1998 Stock Incentive
                   Plan (Incorporated by reference to Exhibit 10 to
                   Registrant's Report on Form 10-Q for the quarter
                   ended September 30, 2001)

 11                Compensation of Earning Per Share

 14                Code of Ethics (Incorporated by reference to
                   Exhibit 14 to the Registrant's Annual Report on
                   10-K for the year ended December 31, 2003).

 31.1              Rule 13a-14(a)/15d-14(a) Certification of Chief
                   Executive Officer.

 31.2              Rule 13a-14(a)/15d-14(a) Certification of Chief
                   Financial Officer.

 32.1              Section 1350 Certification of Chief Executive
                   Officer.

 32.2              Section 1350 Certification of Chief Financial
                   Officer.


                                22